Common use of Executive Termination Clause in Contracts

Executive Termination. (a) Executive agrees to give the Company --------------------- ninety (90) days prior written notice of the termination of his employment with the Company. Simultaneously with such notice, Executive shall inform the Company in writing as to his employment plans following the termination of his employment with the Company. In the event Executive has terminated his employment with the Company because there has been: (i) a material downgrading in Executive's duties, titles or responsibilities for the Company, (ii) a change in Executive's principal place of business to a location not within 30 miles of its present location, (iii) any significant and prolonged increase in the traveling requirements applicable to the discharge of Executive's responsibilities, (iv) any breach of the Company of its duties or obligations pursuant to this Agreement which has not been cured within thirty (30) days after notice of such breach, (v) any failure of any successors to the Company after a Change of Control (as defined herein) to assume the obligations of the Company hereunder, (vi) if the Company imposes as a condition to any renewal or extension of this Agreement any adverse change in any material term or provision of this Agreement or (vii) any other significant material adverse change in working conditions, responsibilities or prestige, Executive shall be entitled to the compensation provided for in Section 2.05 upon such termination. (b) In the event Executive has terminated his employment for other reasons, Executive will receive nothing (other than vested benefits) if he terminates within 18 months of the Closing Date or he terminates more than 24 months after the Closing Date. Executive will receive W-2 wages (averaged over the past three years), Company-paid health insurance continuation, and car allowance continuation for 12 months if he terminates between 18 and 24 months after the Closing Date upon 30 days notice. Any such payment under this section will constitute the sole and complete amount owed to Executive under this Agreement (other than vested benefits) and he shall be entitled to no other payments under this Agreement which may have been otherwise due. (c) All obligations of the Company under Article I shall cease upon termination, except for the payment of any salary accrued and unpaid under Section 1.03 hereof other than vested benefits. The obligations of Executive under Articles III and IV hereof shall continue notwithstanding termination of Executive's employment pursuant to this Section 2.04.

Executive Termination. (a) Executive agrees to give the Company --------------------- ninety (90) days prior written notice of the termination of his employment with the Company. Simultaneously with such notice, Executive shall inform the Company in writing as to his employment plans following the termination of his employment with the Company. In the event Executive has terminated his employment with the Company because there has been: (i) a material downgrading in Executive's duties, titles or responsibilities for the Company, (ii) a change in Executive's principal place of business to a location not within 30 miles of its present location, (iii) any significant and prolonged increase in the traveling requirements applicable to the discharge of Executive's responsibilities, (iv) he has been removed from or not reelected to the Board of Directors of the Company, (v) any breach of the Company of its duties or obligations pursuant to this Agreement which has not been cured within thirty (30) days after notice of such breach, (vvi) any failure of any successors to the Company after a Change of Control (as defined herein) to assume the obligations of the Company hereunder, (vivii) if the Company imposes as a condition to any renewal or extension of this Agreement any adverse change in any material term or provision of this Agreement or (viiviii) any other significant material adverse change in working conditions, responsibilities or prestige, Executive shall be entitled to the compensation provided for in Section 2.05 upon such termination. (b) In the event Executive has terminated his employment for other reasons, Executive will receive nothing (other than vested benefits) if he terminates within 18 months of the Closing Date or he terminates more than 24 30 months after the Closing Date. Executive will receive W-2 wages (averaged over the past three years), Company-paid health insurance continuation, and car allowance continuation for 12 36 months if he terminates between 18 and 24 30 months after the Closing Date upon and provides 30 days notice. Any such payment under this section will constitute the sole and complete amount owed to Executive under this Agreement (other than vested benefits) and he shall be entitled to no other payments under this Agreement which may have been otherwise duedue with the exception of accrued salary. (c) All obligations of the Company under Article I shall cease upon termination, except for the payment of any salary accrued and unpaid under Section 1.03 hereof other than vested benefits. The obligations of Executive under Articles III and IV hereof shall continue notwithstanding termination of Executive's employment pursuant to this Section 2.04.

Executive Termination. (a) Executive agrees to give the Company --------------------- ninety (90) days prior written notice of the termination of his employment with the Company. Simultaneously with such notice, Executive shall inform the Company in writing as to his employment plans following the termination of his employment with the Company. In the event Executive has terminated his employment with the Company because there has been: (i) a material downgrading in Executive's duties, titles or responsibilities for the Company, (ii) a change in Executive's principal place of business to a location not within 30 miles of its present location, (iii) any significant and prolonged increase in the traveling requirements applicable to the discharge of Executive's responsibilities, (iv) any breach of the Company of its duties or obligations pursuant to this Agreement which has not been cured within thirty (30) days after notice of such breach, (v) any failure of any successors to the Company after a Change of Control (as defined herein) to assume the obligations of the Company hereunder, (vi) if the Company imposes as a condition to any renewal or extension of this Agreement any adverse change in any material term or provision of this Agreement or (vii) any other significant material adverse change in working conditions, responsibilities or prestige, Executive shall be entitled to the compensation provided for in Section 2.05 upon such termination. (b) In the event Executive has terminated his employment for other reasons, Executive will receive nothing (other than vested benefits) if he terminates within 18 months of the Closing Date or he terminates more than 24 months after the Closing Date. Executive will receive W-2 wages (averaged over the past three years), Company-paid health insurance continuation, and car allowance continuation for 12 months if he terminates between 18 and 24 months after the Closing Date upon 30 days notice. Any such payment under this section will constitute the sole and complete amount owed to Executive under this Agreement (other than vested benefits) and he shall be entitled to no other payments under this Agreement which may have been otherwise due. (c) All obligations of the Company under Article I shall cease upon termination, except for the payment of any salary accrued and unpaid under Section 1.03 hereof other than vested benefits. The obligations of Executive under Articles III and IV hereof shall continue notwithstanding termination of Executive's employment pursuant to this Section 2.04.